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Pure Storage Ties CFO's 233K Share Grant to Ambitious $40B Market Cap Goal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pure Storage CFO Tarek Robbiati received significant equity awards on June 24, 2025, consisting of two major components:

Regular RSU Grant: 223,921 shares of Class A Common Stock subject to time-based vesting, with 25% vesting on September 20, 2026, and the remainder vesting quarterly over three years. The RSUs are subject to accelerated vesting under the company's Change in Control Severance Benefit Plan.

Performance-Based Award: 233,410 Long-Term Performance Incentive RSUs tied to ambitious market capitalization goals. These units will only vest if Pure Storage achieves a market cap of $40 billion by fiscal years ending in 2028-2030. The recipient must maintain continuous service through March 20, 2030. The award will be forfeited if the market cap target is not met.

These grants demonstrate Pure Storage's focus on long-term executive retention and alignment with ambitious growth targets.

Positive

  • CFO Tarek Robbiati received a significant performance-based equity grant of 223,921 RSUs and 233,410 performance stock units, aligning long-term interests with shareholders
  • The performance stock units have an ambitious target requiring $40 billion market cap by 2030, indicating management's confidence in substantial growth potential (current market cap is significantly lower)

Negative

  • The performance RSUs have a long vesting period with first vesting in September 2026, creating retention risk for the CFO position
Insider ROBBIATI TAREK
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Stock-Related Performance Restricted Stock Unit 233,410 $0.00 --
Grant/Award Class A Common Stock 223,921 $0.00 --
Holdings After Transaction: Stock-Related Performance Restricted Stock Unit — 233,410 shares (Direct); Class A Common Stock — 223,921 shares (Direct)
Footnotes (1)
  1. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit ("RSU") award granted to the Reporting Person. The RSUs shall vest as follows: 25% of the shares subject to the RSU award will vest on September 20, 2026, and the remaining shares vesting and settling quarterly over the following three years on the 20th day of the second month of each fiscal quarter, subject to accelerated vesting as set forth in the Issuer's Change in Control Severance Benefit Plan, and otherwise subject to the Reporting Person's Continuous Service on the date of vesting (as defined in the Issuer's 2015 Equity Incentive Plan). The shares of Class A Common Stock are to be acquired upon the vesting of a Long-Term Performance Incentive Restricted Stock Unit ("LTP") award under the Issuer's 2015 Equity Incentive Plan and related award agreement. The number of shares vested under the LTP Award will be contingent upon the Issuer's market capitalization, as a function of the Issuer's stock price and shares outstanding (the "Market Cap Contingency"), meeting or exceeding $40 billion, measured as of the end of the Issuer's fiscal years ending in 2028, 2029 or 2030, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through March 20, 2030. If the Market Cap Contingency is not met by the end of the Issuer's fiscal year ending in 2030, the LTP award will immediately be forfeited.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ROBBIATI TAREK
(Last) (First) (Middle)
2555 AUGUSTINE DRIVE
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/24/2025 A 223,921(1) A $0 223,921 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock-Related Performance Restricted Stock Unit $0 06/24/2025 A 233,410 (2) (3) Class A Common Stock 233,410 $0 233,410 D
Explanation of Responses:
1. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit ("RSU") award granted to the Reporting Person. The RSUs shall vest as follows: 25% of the shares subject to the RSU award will vest on September 20, 2026, and the remaining shares vesting and settling quarterly over the following three years on the 20th day of the second month of each fiscal quarter, subject to accelerated vesting as set forth in the Issuer's Change in Control Severance Benefit Plan, and otherwise subject to the Reporting Person's Continuous Service on the date of vesting (as defined in the Issuer's 2015 Equity Incentive Plan).
2. The shares of Class A Common Stock are to be acquired upon the vesting of a Long-Term Performance Incentive Restricted Stock Unit ("LTP") award under the Issuer's 2015 Equity Incentive Plan and related award agreement. The number of shares vested under the LTP Award will be contingent upon the Issuer's market capitalization, as a function of the Issuer's stock price and shares outstanding (the "Market Cap Contingency"), meeting or exceeding $40 billion, measured as of the end of the Issuer's fiscal years ending in 2028, 2029 or 2030, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through March 20, 2030.
3. If the Market Cap Contingency is not met by the end of the Issuer's fiscal year ending in 2030, the LTP award will immediately be forfeited.
Remarks:
/s/ Todd Wheeler, attorney-in-fact 06/24/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many shares of PSTG stock did CFO Tarek Robbiati receive in RSUs on June 24, 2025?

CFO Tarek Robbiati received 223,921 Restricted Stock Units (RSUs) of PSTG Class A Common Stock on June 24, 2025. These RSUs will vest over four years, with 25% vesting on September 20, 2026, and the remaining shares vesting quarterly over the following three years.

What are the vesting conditions for PSTG's performance-based RSUs granted to CFO Robbiati?

The Long-Term Performance Incentive RSUs (233,410 shares) will vest only if Pure Storage's market capitalization reaches or exceeds $40 billion, measured at the end of fiscal years 2028, 2029, or 2030. The CFO must maintain continuous service through March 20, 2030. If the market cap target is not met by the end of fiscal 2030, the award will be forfeited.

What is the total value of RSUs granted to PSTG's CFO in June 2025?

The SEC filing shows that CFO Tarek Robbiati received two RSU grants totaling 457,331 shares (223,921 time-based RSUs + 233,410 performance-based RSUs). Both grants were issued at $0 exercise price, with their actual value dependent on PSTG's stock price at the time of vesting.

When do PSTG CFO Robbiati's regular RSUs vest?

The regular RSUs vest on the following schedule: 25% of the 223,921 shares will vest on September 20, 2026, with the remaining shares vesting quarterly over the next three years on the 20th day of the second month of each fiscal quarter, subject to continued employment and potential acceleration under the Change in Control Severance Benefit Plan.